UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 29, 2021

 

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   000-31671   87-0613716
(State or other jurisdiction   (Commission    (I.R.S Employer
of incorporation)   File Number)   Identification No.)

 

2190 Dividend Dr., Columbus, Ohio   43228
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (614) 388-8908

 

Intellinetics, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

 

  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
None   N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 29, 2021, the Board adopted and approved, upon the recommendation of the Compensation Committee and subject to stockholder approval at the Company’s 2021 annual meeting of stockholders, the Fourth Amendment to Intellinetics, Inc. 2015 Equity Incentive Plan (the “Plan Amendment”), which, if approved by the stockholders, will (i) increase the aggregate number of shares of Common Stock authorized for issuance under the Incentive Plan from 200,000 shares to 500,000 shares and (ii) increase the total number of shares of Common Stock for which incentive stock options may be granted, from 200,000 shares to 500,000 shares.

 

The foregoing description of the Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Name of Exhibit
10.1   Fourth Amendment to Intellinetics, Inc. 2015 Equity Incentive Plan, dated April 29, 2021

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INTELLINETICS, INC.
     
  By: /s/ James F. DeSocio
    James F. DeSocio
    President and Chief Executive Officer
     
Dated: May 5, 2021    

 

 

 

EXHIBIT 10.1

 

FOURTH AMENDMENT

 

TO

 

INTELLINETICS, INC. 2015 EQUITY INCENTIVE PLAN

 

This Fourth Amendment to Intellinetics, Inc. 2015 Equity Incentive Plan (this “Amendment”) is made by Intellinetics, Inc., a Nevada corporation (the “Company”), as of April 29, 2021. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

 

WHEREAS, the Board of Directors (the “Board”) and the shareholders of the Company previously adopted and approved the Intellinetics, Inc. 2015 Equity Incentive Plan, as amended by the First Amendment on September 25, 2017, the Second Amendment on February 14, 2018, and the Third Amendment on April 17, 2020 (the “Plan”);

 

WHEREAS, pursuant to Section 4.1 of the Plan, as amended and as adjusted in accordance with Section 11 of the Plan for a 1-for-50 reverse split of the Company’s common stock, a total of 200,000 shares of the Company’s common stock, par value $0.001 per share, have been reserved for issuance under the Plan, subject to further adjustments as set forth in Section 11 of the Plan;

 

WHEREAS, the Company desires to increase the total number of shares of common stock issuable under the Plan from 200,000 shares to 500,000 shares, including shares previously issued thereunder;

 

WHEREAS, the Company desires to increase the total number of shares of common stock for which Incentive Stock Options may be granted from 200,000 shares to 500,000 shares;

 

WHEREAS, Section 13 of the Plan permits the Board to amend the Plan from time to time, subject only to certain limitations specified therein;

 

NOW, THEREFORE, the Board has amended the Plan as follows, subject to approval by the stockholders of the Company:

 

1. Section 4.1 of the Plan is hereby amended and restated in its entirety to read as follows:

 

4.1 Subject to adjustment in accordance with Section 11, a total of Five Hundred Thousand (500,000) shares of Common Stock shall be available for the grant of Awards under the Plan. No more than Five Hundred Thousand (500,000) shares of Common Stock may be granted as Incentive Stock Options. Additionally, a Director may not be granted Awards covering more than One Hundred Thousand (100,000) shares of Common Stock in any year. Any shares of Common Stock granted in connection with Awards shall be counted against this limit as one (1) share for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

 

2. Except as modified by this Amendment, all the terms and provisions of the Plan shall continue in full force and effect.

 

[Signatures appear on the following page]

 

 
 

 

IN WITNESS WHEREOF, the Company has executed this Third Amendment to the Intellinetics, Inc. 2015 Equity Incentive Plan as of April 29, 2021.

 

  INTELLINETICS,INC.
                                     
  By: /s/ Joseph D. Spain
  Name: Joseph D. Spain
  Title: Chief Financial Officer